Exemption order under Regulation 11 of SEBI (SAST) Regulations, 2011 in the matter of Havells India Limited

WTM/GM/CFD/05/2018–19 SECURITIES AND EXCHANGE BOARD OF INDIA ORDER UNDER SECTION 11(1) AND SECTION 11(2)(h) OF THE SEBI ACT READ WITH REGULATION 11(5) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011. IN THE MATTER OF PROPOSED ACQUISITION OF SHARES AND VOTING RIGHTS IN – TARGET COMPANY HAVELLS INDIA LIMITED ACQUIRERS ARG FAMILY TRUST SKG FAMILY TRUST

BACKGROUND –

1.1 Havells India Limited (“Target Company”) was incorporated under the Companies Act, 1956 on August 8, 1983. The Registered Office of the Target Company is at 904, 9th Floor, Surya Kiran Building, K.G. Marg, Connaught Place, New Delhi–110001. The shares of the Target Company are listed on BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”).

1.2 An Application dated September 27, 2017 (“Application”) seeking exemption from the applicability of inter alia Regulations 3 and 5 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“Takeover Regulations”) in the matter of proposed acquisition of shares and voting rights in the Target Company, was received by SEBI from Mr. Anil Rai Gupta – Trustee of ARG Family Trust (“Acquirer Trust 1”) and Mr. Surjit Kumar Gupta – Trustee of SKG Family Trust (“Acquirer Trust 2”) (collectively referred to as the “Acquirer Trusts”).

1.3 Regulations 3 and 5 of the Takeover Regulations state – “Substantial acquisition of shares or voting rights. 3. (1) No acquirer shall acquire shares or voting rights in a target company which taken together with shares or voting rights, if any, held by him and by persons acting in concert with him in such target company, entitle them to exercise twenty-five per cent or more of the voting rights in such target company unless the acquirer makes a public announcement of an open offer for acquiring shares of such target company in accordance with these regulations.

Order in the matter of Havells India Limited (2). No acquirer, who together with persons acting in concert with him, has acquired and holds in accordance with these regulations shares or voting rights in a target company entitling them to exercise twenty-five per cent or more of the voting rights in the target company but less than the maximum permissible non-public shareholding, shall acquire within any financial year additional shares or voting rights in such target company entitling them to exercise more than five per cent of the voting rights, unless the acquirer makes a public announcement of an open offer for acquiring shares of such target company in accordance with these regulations: Provided that such acquirer shall not be entitled to acquire or enter into any agreement to acquire shares or voting rights exceeding such number of shares as would take the aggregate shareholding pursuant to the acquisition above the maximum permissible non-public shareholding. Explanation — For purposes of determining the quantum of acquisition of additional voting rights under this sub-regulation,— (i) Gross acquisitions alone shall be taken into account regardless of any intermittent fall in shareholding or voting rights whether owing to disposal of shares held or dilution of voting rights owing to fresh issue of shares by the target company. (ii) In the case of acquisition of shares by way of issue of new shares by the target company or where the target company has made an issue of new shares in any given financial year, the difference between the pre-allotment and the post-allotment percentage voting rights shall be regarded as the quantum of additional acquisition. (3) For the purposes of sub-regulation (1) and sub-regulation (2), acquisition of shares by any person, such that the individual shareholding of such person acquiring shares exceeds the stipulated thresholds, shall also be attracting the obligation to make an open offer for acquiring shares of the target company irrespective of whether there is a change in the aggregate shareholding with persons acting in concert.

Indirect acquisition of shares or control. 5. (1) For the purposes of regulation 3 and regulation 4, acquisition of shares or voting rights in, or control over, any company or other entity, that would enable any person and persons acting in concert with him to exercise or direct the exercise of such percentage of voting rights in, or control over, a target company, the acquisition of which would otherwise attract the obligation to make a public announcement of an open offer for acquiring shares under these regulations, shall be considered as an indirect acquisition of shares or voting rights in, or control over the target company…”

1.4 In the aforementioned Application and subsequent submissions, the following was inter alia stated – i. As on the date of application, the Promoter and Promoter Group hold 61.5786% of the equity shares and voting rights in the Target Company. The public shareholding in the Target Company is 38.4146%.

ii. The pre–acquisition shareholding in the Target Company as on September 27, 2017 along with the proposed post–acquisition shareholding in the Target Company, are provided below:

TABLE A – SHAREHOLDING IN THE TARGET COMPANY (SOURCE: APPLICATION) SR. NAME PRE – ACQUISITION POST – ACQUISITION NO. NO. OF % NO. OF % SHARES SHAREHOLDING SHARES SHAREHOLDING A. PROMOTER/ PROMOTER GROUP 1. VINOD GUPTA 3,94,50,240 6.3105 0 0.00 2. ANIL RAI GUPTA 1,17,97,340 1.8871 0 0.00 3. SANGEETA GUPTA 22,31,220 0.3569 0 0.00 4. ARG FAMILY TRUST 1,88,62,400 3.0173 7,23,41,200 11.5718 (‘ACQUIRER TRUST 1’) 5. SURJIT KUMAR GUPTA 3,26,50,800 5.2229 0 0.00 6. SANTOSH GUPTA 23,16,720 0.3706 0 0.00 7. AMEET KUMAR GUPTA 15,66,160 0.2505 0 0.00 8. SHALINI GUPTA 38,98,500 0.6236 0 0.00 9. SKG FAMILY TRUST 0 0.00 4,04,32,180 6.4676 (‘ACQUIRER TRUST 2’) 10. QRG ENTERPRISES LTD. 18,98,58,880 30.3702 18,98,58,880 30.3702 11. QRG INVESTMENTS & 6,87,41,660 10.9961 6,87,41,660 10.9961 HOLDINGS LTD. 12. QIMAT RAI GUPTA 1,35,84,000 2.1729 1,35,84,000 2.1729 TOTAL 38,49,57,920 61.5787 38,49,57,920 61.5787 B. PUBLIC SHAREHOLDING 24,01,48,593 38.4146 24,01,48,593 38.4146 C. NON–PROMOTER 41,960 0.0067 41,960 0.0067 NON–PUBLIC SHAREHOLDING D. TOTAL (A + B + C) 62,51,48,473 100.0000 62,51,48,473 100.0000 iii. As per the Application, the proposed acquisition of shares by the Acquirer Trusts envisages the following – a. Settlement of 8.5545% shareholding in Target Company by Mr. Anil Rai Gupta, Mrs. Vinod Gupta and Mrs. Sangeeta Gupta (collectively “ARG Family”) with Acquirer Trust 1 i.e. ARG Family Trust.

b. Settlement of 6.4676% shareholding in Target Company by Mr. Surjit Kumar Gupta, Mrs. Santosh Gupta, Mr. Ameet Kumar Gupta and Mrs. Shalini Gupta (collectively “SKG Family”) with Acquirer Trust 2 i.e. SKG Family Trust.

c. Settlement of 64.9788% shareholding held in QRG Enterprises Ltd. (“QEL”) by ARG Family with Acquirer Trust 1 and Settlement of 30.5892% shareholding held in QEL by SKG Family with Acquirer Trust 2. QEL holds 30.3702% shareholding in the Target Company.

d. Settlement of 56.6115% shareholding held in QRG Investments & Holdings Ltd. (“QIHL”) by ARG Family with Acquirer Trust 1. Settlement of 26.6407% shareholding held in QIHL by SRG Family with Acquirer Trust 2. QIHL holds 10.9961% shareholding in the Target Company.

TABLE B – SHAREHOLDING IN THE PROMOTER HOLDING COMPANY BEING ACQUIRED BY THE ACQUIRER TRUST (SOURCE: APPLICATION) % OF SHARES HELD BY RESPECTIVE % OF SHARES OF PROMOTER TRANSFEROR TRANSFEREE NAME OF PHC SUCH PHC BEING HOLDING TRANSFERRED COMPANY IN THE TARGET COMPANY AKG FAMILY ACQUIRER TRUST 1 QRG ENTERPRISES LIMITED 64.9788 30.3702 SKG FAMILY ACQUIRER TRUST 2 30.5892 AKG FAMILY ACQUIRER TRUST 1 QRG INVESTMENTS AND HOLDINGS 56.6115 10.9961 SKG FAMILY ACQUIRER TRUST 2 LIMITED 26.6407 iv. The Settlor, Trustees and Beneficiaries of Acquirer Trusts are as under – ACQUIRER TRUST 1 – ARG FAMILY TRUST SETTLOR TRUSTEES BENEFICIARIES RELATIONSHIP 1. Mrs. Vinod 1. Mr. Anil Rai Gupta 1. Mrs. Vinod Gupta Beneficiaries are Gupta 2. Mrs. Vinod Gupta 2. Mr. Anil Rai Gupta family members. 2. Mr. Anil 3. Mrs. Sangeeta Gupta 3. Mrs. Sangeeta Gupta Rai Gupta 4. Mr. Abhinav Rai Gupta 5. Ms. Aradhana Rai Gupta (till she is not married).

ACQUIRER TRUST 2 – SKG FAMILY TRUST SETTLOR TRUSTEES BENEFICIARIES RELATIONSHIP 1. Mr. Surjit 1. Mr. Surjit Kumar 1. Mr. Surjit Kumar Gupta Beneficiaries are Kumar Gupta 2. Mr. Ameet Kumar Gupta family members. Gupta 2. Mr. Ameet Kumar 3. Mrs. Santosh Gupta Gupta 4. Mrs. Shalini Gupta 5. Ms. Ishita Gupta 6. Master Aditya Gupta v. The Board of Directors of the Target Company (as provided in the Application) is as follows –

NAME DESIGNATION 1. ANIL RAI GUPTA CHAIRMAN AND MANAGING DIRECTOR 2. SURJIT KUMAR GUPTA NON-EXECUTIVE NON–INDEPENDENT DIRECTOR 3. AMEET KUMAR GUPTA WHOLE–TIME DIRECTOR 4. RAJESH KUMAR GUPTA WHOLE-TIME DIRECTOR (FINANCE) AND GROUP CFO 5. VIJAY KUMAR CHOPRA INDEPENDENT DIRECTOR 6. SURENDER KUMAR TUTEJA INDEPENDENT DIRECTOR 7. DR. ADARSH KISHORE INDEPENDENT DIRECTOR 8. PRATIMA RAM INDEPENDENT DIRECTOR 9. T V MOHANDAS PAI NON-EXECUTIVE NON–INDEPENDENT DIRECTOR 10. PUNEET BHATIA NON-EXECUTIVE NON–INDEPENDENT DIRECTOR 11. VELLAYAN SUBBIAH INDEPENDENT DIRECTOR 12. JALAJ ASHWIN DANI ADDITIONAL DIRECTOR (INDEPENDENT) vi. Grounds for seeking exemption – a. The proposed acquisitions of shares of Target Company are not by any third party but by the managing trustee and trustee of the Acquirer Trust 1 and the Acquirer Trust 2, respectively. The Trusts have been settled and are administered by the members of the ARG Family and the SKG Family i.e. the Transferors themselves. All of the individuals declared as promoters to SEBI and the stock exchanges, are the members of the ARG Family and the SKG Family (Transferors) and the members of the ARG Family and the SKG Family are the trustees and beneficiaries of the respective Trusts.

b. Pursuant to the proposed acquisitions, the Acquirer Trusts will be considered part of the ‘Promoter Group’ of Target Company. Pursuant to the completion of the proposed acquisitions, the change will only be in the manner of holding of the shares by the Transferors.

c. In respect of the shareholdings in QEL and QIHL, which companies currently hold 30.3702% and 10.9961%, respectively in Target Company, the shares held by the Transferors in these companies are also proposed to be acquired by the same Acquirer Trusts.

d. The sole and exclusive beneficiaries of the Trusts are the Transferors and their legal bloodline descendants only and no third party is a beneficiary. The beneficiaries of both Trusts (i.e. the Transferors) are not entitled to transfer their beneficial ownership interest in the trust property to any third party. Upon demise/ insolvency of a beneficiary, the beneficial ownership interests in the trust property will vest in the biological/ adopted children and heirs of the relevant beneficiary.

e. The governing bodies of both Trusts include the trustees who are the members of the ARG Family and the SKG Family, respectively, and are declared as Promoters to SEBI and the stock exchanges.

f. In view of the above, it is evident that pursuant to the proposed acquisitions, (i) Mr. Anil Rai Gupta as the Managing Trustee of the Acquirer Trust 1, will be the legal holder of the shares and voting rights in Target Company, QEL and QIHL; and (ii) Mr. Surjit Kumar Gupta as the trustee of the Acquirer Trust 2, will be the legal holder of the shares and the voting rights in Target Company, QEL and QIHL. Further, pursuant to the proposed acquisitions, it is the ARG Family and the SKG Family (the Transferors) who will continue to be the beneficial owners and, or, the trustees of both Trusts.

g. It is also submitted that there is no change of control of the Target Company as even after completion of all the steps contemplated under the proposed acquisition, the members of the ARG Family and the SKG Family (Transferors) will continue to exercise control over the Target Company through the Trusts.

h. It is therefore, submitted that the instant case merits exemption from the public offer requirement under Regulations 3 and 5 of the Takeover Regulations. This is evident from the fact that the management and control of the Trusts will always vest with the ARG Family and the SKG Family (and their bloodline descendants, as applicable), in accordance with the terms and conditions of the Acquirer Trust 1 Deed and the Acquirer Trust 2 Deed, respectively.

i. The proposed acquisitions by Mr. Anil Rai Gupta as the managing trustee of the Acquirer Trust 1 and by Mr. Surjit Kumar Gupta as the trustee of the Acquirer Trust 2, are only an internal reorganization of the shareholding of the Target Company within the Transferors’ families for the purpose of a private family arrangement for the benefit of the members of the ARG Family and the SKG Family. It is pertinent to note that the trustees who will exercise control over the assets of the Trusts and the Transferors, who are the current promoters of the Target Company, are the same set of individuals forming part of the same family. Further, the proposed acquisitions would not result in any increase/ decrease in the holding of the Transferors in the Target Company as the Transferors would now continue to hold the same shares through the Trusts, pursuant to the private family arrangement between the Transferors. Consequently, there will be no change in control or management of the Target Company pursuant to the proposed settlement by the Transferors with the Applicants. Such acquisitions are non-commercial in nature and will not prejudice the interests of the public shareholders of the Target Company in any manner.

1.5 Vide an e–mail dated November 15, 2017 (in reply to SEBI e–mail dated November 10, 2017), the Acquirer Trusts furnished separate Addendum to Trust Deed each dated September 26, 2017, for AKG Family Trust and SKG Family Trust, which inter alia incorporated conditions pertaining to the following:

a. Clause 12.4: ‘Power to act as Nominee Director’.

b. Clause 12.5: ‘Power to execute Veto Rights’.

c. Clause 23(H): Notwithstanding anything to the contrary contained herein, no third party has or will have beneficial interest in the Trust Property without seeking prior approval from the Securities and Exchange Board of India, except if the beneficial interest receivers are natural person(s) belonging to the promoter and promoter group of the relevant listed company (including Havells India Limited) or their lineal bloodline descendants or legal heirs, at that particular point of time.

d. Clause 23(I): The Trust through the Managing Trustee/Trustees shall confirm, on an annual basis, that it is in compliance with the exemption order passed by SEBI, if any, sought by the Trustee for the acquisition of Securities of any public listed company. The said confirmation shall be furnished to the relevant public listed company prior to such company’s disclosure of its shareholding pattern to be filed for the quarter ending March 31 each year, pursuant to Regulation 31 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Such annual compliance status certificate shall be certified by an Independent Auditor.

1.6 Subsequently, vide an e–mail dated December 1, 2017 (in reply to SEBI e–mail dated November 29, 2017), the Acquirer Trusts furnished separate Second Addendum to Trust Deed each dated November 30, 2017, for AKG Family Trust and SKG Family Trust, which suitably incorporated the following conditions:

a. Clause 6.3.2: The interest (or any part thereof) which any beneficiary may have or be deemed to have in Trust under this Deed is not transferable either under any law or by will except as set out in this Deed. Legal heirs of the beneficiaries shall not have any right in trust unless there is any specific provision in this Trust Deed.

b. Clause 6.3.5: No beneficial interest (or any part thereof) which any beneficiary may have or be deemed to have in Trust under this Deed shall be sold, assigned, hypothecated, pledged or transferred in favour of any person, except as set out in this Deed.

c. Proviso to Clause 11.1: ‘Power of the Trustees’ – Provided that, unless prior approval is obtained from the SEBI, any delegation of powers by the Trustees under this clause pertaining to a listed company shall be made to the natural person(s) belonging to the promoters and the promoter group of the relevant listed company (including Havells India Limited) or the immediate relatives, lineal bloodline descendants or the legal heirs of the individual promoters at that particular point of time.

d. Clause 11.1(W): ‘Power to pledge, mortgage or otherwise create any security over the Trust Properties’ – Subject to the provisions of Clauses 6.3.2 and 6.3.5 of this Deed, the Trustees shall have the absolute power to create any pledge, lien, mortgage or any security in favour of any person/entity/bank/institution/trust or any other body/society, whatsoever, through any means, over the Trust properties or any other assets of the Trust; and in this regard, sign, execute, deliver, register all deeds or documents, whatsoever.

e. Clause 11.1(X): ‘Power to transfer, sell or otherwise dispose of the Trust Property’ – Subject to the provisions of Clauses 6.3.2 and 6.3.5 of this Deed, the Trustees shall have the absolute power to transfer, sell, monetize or otherwise dispose of, through any means or under any arrangements, whatsoever, any of the Trust properties or any other assets of the Trust; and in this regard, sign, execute, deliver, register all deeds or documents, whatsoever.

f. Clause 23(B): The trustees of the Trust will always be the individual promoters or their immediate relatives, lineal bloodline descendants or legal heirs.

g. Clause 23(C): Any change in the Trustees/beneficiaries and any change in ownership or control of shares or voting rights held by the Trust shall be disclosed to the concerned stock exchanges and a copy of such disclosure will be submitted with SEBI for its record.

h. Clause 23(J): Pursuant to the grant of exemption under Regulation 11 of the Takeover Regulations by SEBI, the proposed acquisition of the listed shares (including of Havells India Limited) by the Trustees, shall be undertaken in accordance with the Companies Act, 2013 and other applicable laws.

1.7 The Application along with the further submissions were forwarded to the Takeover Panel in terms of the proviso to Regulation 11(5) of the Takeover Regulations and deliberated by the Takeover Panel in its meeting held on December 16, 2017. After deliberations, the Takeover Panel made the following observations – “In case of Havells India Limited … the Panel took note of the submissions made by the applicant, including the addendums to the trust deed and that the said submissions are in line with the past cases where the Panel has recommended grant of exemption. Accordingly, the Panel recommended grant of exemption to the proposed transaction, provided that any future transaction w.r.t shares of Target Company would be in compliance with the provisions of SAST Regulations.”

FINDINGS –

2.1 I have considered the Application submitted by the Acquirer Trust along with their additional submissions; the recommendations of the Takeover Panel and other material available on record.

2.2 From the preceding paragraphs, it is noted that –

A. The Application submitted is in respect of the proposed acquisitions of shares and voting rights in the Target Company i.e. Havells India Limited.

B. The aforesaid acquisitions are proposed to be made by ARG Family Trust and SKG Family Trust i.e. the Proposed Acquirers, in the following manner – i. Settlement of 8.5545% shareholding in Target Company by ARG Family i.e. Mr. Anil Rai Gupta, Mrs. Vinod Gupta and Mrs. Sangeeta Gupta with Acquirer Trust 1 i.e. ARG Family Trust. ii. Settlement of 6.4676% shareholding in Target Company by SKG Family i.e. Mr. Surjit Kumar Gupta, Mrs. Santosh Gupta, Mr. Ameet Kumar Gupta and Mrs. Shalini Gupta with Acquirer Trust 2 i.e. SKG Family Trust.

TABLE C – SHAREHOLDING IN THE TARGET COMPANY BEING ACQUIRED BY THE ACQUIRER TRUSTS TARGET COMPANY ACQUIRER/TRANSFEROR PRE – ACQUISITION POST – ACQUISITION NO. OF % OF NO. OF % OF SHARES SHARES SHARES SHARES Vinod Gupta (‘Transferor’) 3,94,50,240 6.3105 0 0.00 Anil Rai Gupta (‘Transferor’) 1,17,97,340 1.8871 0 0.00 Sangeeta Gupta (‘Transferor’) 22,31,220 0.3569 0 0.00 ARG Family Trust (‘Acquirer Trust 1’) 1,88,62,400 3.0173 7,23,41,200 11.5718 Surjit Kumar Gupta (‘Transferor’) 3,26,50,800 5.2229 0 0.00 Santosh Gupta (‘Transferor’) 23,16,720 0.3706 0 0.00 Ameet Kumar Gupta (‘Transferor’) 15,66,160 0.2505 0 0.00 Shalini Gupta (‘Transferor’) 38,98,500 0.6236 0 0.00 SKG Family Trust (‘Acquirer Trust 2’) 0 0.00 4,04,32,180 6.4676 iii. Settlement of 64.9788% shareholding held in QEL by ARG Family with Acquirer Trust 1 and Settlement of 30.5892% shareholding held in QEL by SKG Family with Acquirer Trust 2. QEL holds 30.3702% shareholding in the Target Company; and iv. Settlement of 56.6115% shareholding held in QIHL by ARG Family with Acquirer Trust 1. Settlement of 26.6407% shareholding held in QIHL by SRG Family with Acquirer Trust 2. QIHL holds 10.9961% shareholding in the Target Company.

TABLE D – SHAREHOLDING IN THE PROMOTER HOLDING COMPANIES BEING ACQUIRED BY THE ACQUIRER TRUSTS PROMOTER TARGET COMPANY HOLDING PRE – POST – POST – ACQUISITION COMPANY ACQUISITION ACQUISITION % OF SHARES % OF SHARES NO. OF SHARES % OF SHARES IN THE TARGET IN THE COMPANY TARGET INDIRECTLY COMPANY ACQUIRED BY INDIRECTLY ACQUIRER ACQUIRED BY TRUSTS ACQUIRER THROUGH TRUSTS PROMOTER THROUGH HOLDING PROMOTER COMPANY HOLDING COMPANY QRG AKG Family (‘Transferor’) 64.9788 0.00 ENTERPRISES AKG Family Trust (‘Acquirer Trust 1’) 0.00 64.9788 18,98,58,880 30.3702 LIMITED SKG Family (‘Transferor’) 30.5892 0.00 SKG Family Trust (‘Acquirer Trust 2’) 0.00 30.5892 QRG AKG Family (‘Transferor’) 56.6115 0.00 INVESTMENTS AKG Family Trust (‘Acquirer Trust 1’) 0.00 56.6115 6,87,41,660 10.9961 AND HOLDINGS SKG Family (‘Transferor’) 26.6407 0.00 LIMITED SKG Family Trust (‘Acquirer Trust 2’) 0.00 26.6407

C. Pursuant to the proposed acquisitions, the Acquirer Trusts would hold shares in the Target Company directly and also indirectly hold shares in the Target Company through the Promoter Group Companies i.e. QEL and QIHL.

D. The proposed acquisitions are only an internal reorganization of the shareholding of the Target Company within the Transferors’ families for the purpose of a private family arrangement for the benefit of the members of the ARG Family and the SKG Family.

E. There will be no change in control of the Target Company pursuant to the proposed acquisition.

F. There is no new acquisition of shares by the Promoters Group and the pre–acquisition and post–acquisition shareholding of the Promoter Group in the Target Company will remain the same.

G. There will also be no change in the public shareholding of the Target Company.

H. The Target Company shall continue to be in compliance with the minimum public shareholding requirements under the Securities Contracts Regulation Rules, 1957 (“SCRR”) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

I. The Proposed Acquirers/Acquirer Trusts have executed and submitted the Addendum to the Trust Deed each dated September 26, 2017 and Second Addendum to Trust Deed each dated November 30, 2017.

J. The Takeover Panel has also recommended grant of exemption to the Proposed Acquirers.

2.3 Considering the aforementioned, I am of the view that exemption as sought for in the Application (read with further correspondence/submissions/clarifications) be granted to the Proposed Acquirers, subject to certain conditions as ordered herein below.

ORDER –

3.1 I, in exercise of the powers conferred upon me under Section 19 read with Section 11(1) and Section 11(2)(h) of the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and Regulation 11(5) of the Takeover Regulations, hereby grant exemption to the Proposed Acquirers, viz. ARG Family Trust and SKG Family Trust, from complying with the requirements of Regulations 3 and 5 of the Takeover Regulations with respect to the proposed acquisition/exercise of voting rights in respect of the Target Company, viz. Havells India Limited, by way of proposed transactions as mentioned in the Application.

3.2 The exemption so granted is subject to the following conditions:

i. The proposed acquisition shall be in accordance with the relevant provisions of the Companies Act, 2013 and other applicable laws. ii. On completion of the proposed acquisition, the Proposed Acquirers shall file a report with SEBI within a period of 21 days from the date of such acquisition, as provided in the Takeover Regulations. iii. The statements/ averments made or facts and figures mentioned in the Application and other submissions by the Proposed Acquirers are true and correct. iv. The provisions of the SEBI Act and the Regulations framed thereunder will apply on the basis that the ownership or control of shares or voting rights vests not only directly on the Trustees but also indirectly on the beneficiaries of the Proposed Acquirers. v. There shall be no limitation of liability of the Trustees/beneficiaries in relation to the provisions of the SEBI Act and all Regulations framed thereunder. vi. The Proposed Acquirers shall honour its undertakings and shall also ensure compliance with the statements, disclosures and undertakings made in the Application and in the subsequent correspondence. vii. The Proposed Acquirers shall confirm, on an annual basis, that it is in compliance with the Exemption Order passed by SEBI. The said confirmation shall be furnished to the Target Company, which shall disclose prominently as a note to the shareholding pattern filed for the quarter ending March 31 each year, under Regulation 31 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. viii. The Proposed Acquirers shall get the compliance status certified from an independent auditor annually and furnish the same to the Stock Exchanges with a copy endorsed to SEBI for its records. ix. The liabilities and obligations of the transferor under the SEBI Act and Regulations framed thereunder will not change or get diluted due to transfers to the Proposed Acquirers. x. The Proposed Acquirers shall also ensure that the covenants in the Trust Deeds are not contrary to the above conditions and undertaking provided by the transferors. In such case, the Trust Deeds shall be suitably modified and expeditiously reported to SEBI.

3.3 The exemption granted above is limited to the requirements of making open offer under the Takeover Regulations and shall not be construed as exemption from the disclosure requirements under Chapter V of the aforesaid Regulations; compliance with the SEBI (Prohibition of Insider

Trading) Regulations, 2015; Listing Agreement/SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 or any other applicable Acts, Rules and Regulations.

3.4 The Application dated September 27, 2017, filed by Mr. Anil Rai Gupta – Trustee of ARG Family Trust and Mr. Surjit Kumar Gupta – Trustee of SKG Family Trust, is accordingly disposed of.

Place: Mumbai G. MAHALINGAM Date: April 11, 2018 WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA